Founded in 2017, Tilia Holdings, LLC, together with its fund general partner affiliate(s), is a
Chicago-based private equity firm focused on investing in and operating the lower middle-market
companies providing business-to-business services to clients operating within the food supply
chain. Tilia Holdings, LLC (referred to herein as “Adviser,” the “Firm” or “Tilia”) serves as the
investment adviser for and provides discretionary investment advisory services to private funds
exempt from registration under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (the “Investment Company Act”). Tilia Holdings, LLC
is co-owned by its principals, Johannes Burlin and Eric Larson.
Tilia provides investment advisory services to its private equity fund clients (and their respective
co-investment vehicles, parallel funds and alternative investment vehicles). Tilia Fund I, L.P., Tilia
Fund II, L.P., and Tilia Annex Fund I, L.P., together with any future private equity investment
fund to which Tilia provides investment advisory services are collectively referred to as the
“Funds” or individually as “Fund”. Each Fund is managed by a general partner, affiliated with
Tilia through common ownership and control as well as shared executive officers (the “General
Partner”), which has the authority to make investment decisions on behalf of the respective Fund.
Each General Partner operates pursuant to Tilia’s registration as an investment adviser under the
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Advisers Act”) in accordance with guidance from the SEC’s staff. While the
General Partner maintains ultimate authority over each respective Fund, Tilia has been designated
the role of investment manager of the Funds.
Tilia expects to principally invest in lower middle-market privately held companies or divested
units of larger companies that provide a broad range of technical services within the food science,
agronomy and environmental health sectors. The Funds primarily target companies providing
business-to-business services to clients operating within the food supply chain.
Tilia provides investment advisory services as a private equity manager to the Funds. Interests in
the Funds are privately offered to qualified investors in the United States. Tilia’s investment
advisory services to the Funds consist of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments, and ultimately selling
such investments. Investments are made predominantly
in nonpublic companies and across the
capital structure, although investments in public companies are permitted in certain cases. Senior
principals, other Firm personnel and/or third parties appointed by Tilia generally serve on the
boards of directors of the portfolio companies or otherwise act to influence control over
management of portfolio companies held by the Funds.
Tilia does not tailor its advisory services to the individual needs of investors in its Funds; the
Firm’s investment advice and authority for the Funds is tailored to the investment objectives of
that Fund. These objectives are described in the private placement memorandums, limited
partnership agreements, investment advisory agreements, side letters and other governing
documents of the relevant Fund (collectively, the “Governing Documents”). The Firm does not
seek or require investor approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. Investors in the Funds participate in the overall investment program for the Funds and
generally cannot be excused from a particular investment except pursuant to the terms of the
applicable Governing Documents.
Tilia has entered into side letters or similar agreements with certain investors that have the effect
of establishing rights under, or altering or supplementing, the relevant Fund’s Governing
Documents. Rights or terms in any such side letter or other similar agreement may include, without
limitation, (i) excuse, exclusion or withdrawal rights applicable to particular investments or certain
Fund investors (which may increase the percentage interest of other Fund investors in, and
contribution obligations of other Fund investors with respect to, certain investments); (ii) reporting
obligations of the General Partner; (iii) waiver of certain confidentiality obligations; (iv) consent
of the General Partner to certain transfers by such Fund investor; or (v) rights or terms necessary
in light of particular legal, regulatory or public policy characteristics of such Fund investor. Side
letters are negotiated when the relevant investor’s subscription documents are executed and, once
invested in a Fund, investors generally cannot impose additional investment guidelines or
restrictions on such Fund.
Tilia does not participate in wrap fee programs.
As of the December 31, 2023, Tilia managed approximately $357.820 million in regulatory assets
under management, all of which are managed on a discretionary basis. Tilia does not manage any
assets on a non-discretionary basis.